


Friends with Assets

by la_dissonance



Category: Bandom, Panic At The Disco
Genre: Cock Worship, M/M, Size Kink, Threesome - M/M/M, Virginity
Language: English
Status: Completed
Published: 2012-01-16
Updated: 2012-01-16
Packaged: 2017-10-29 15:50:13
Rating: Explicit
Warnings: Underage
Chapters: 1
Words: 5,838
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/321562
Author URL: https://archiveofourown.org/users/la_dissonance/pseuds/la_dissonance
Summary: <blockquote class="userstuff">
              <p>unbeta'd bb panic ot3 cockhungry bottom spencer porn with too many italics! because of reasons.</p>
            </blockquote>





	Friends with Assets

Spencer makes the rule about no jerking off while thinking about his friends on the van ride to Maryland. _This is how it's going to be from now on,_ he thinks with a swell of something like pride as he gently removes a napping Ryan's elbow from his kidney for the fifth time in a row. He should have always had the rule, really, shouldn't have let himself get to the point where jerking off to his friends was something he had to _stop_ doing, but he couldn't keep doing it, not with them all living all cramped together in the same 20-square-foot space all day.

Jerking off to his friends hadn't been something Spencer ever meant to do, so he doesn't feel like it's entirely his fault that it happened. It had been cocks when he'd started out, cocks and then hands too, once he'd found out how hot it was in porn when the guy held the girl down. Just anonymous cocks, hot and thick and _hard_ , so hard just for him. By the time he got to imagining the hands (maybe jerking off the cocks, maybe reaching out to grab him closer or push him down) he was already most of the way to jizzing all over his own hands, so the fantasy stayed safe and short and un-elaborate for a long time.

One time, though - and Spencer can remember exactly when, to his everlasting shame - the fantasy cocks didn't _stay_ anonymous, they morphed into a fantasy cock with _Ryan_ attached to it, which was an entirely unreasonable thing for his brain to do when all he'd been thinking was how quiet he'd have to stay if he didn't want Ryan to hear him from the airbed on the floor. That was not an invitation for Ryan's face and hands and stupid fucking bored drawl to insert themselves into his mental porno, except for how now they _are_ , and Spencer was instantly teetering on the edge of orgasm, even though a few seconds ago he had been miles away. Spencer tried to push the images away, but mostly he was concerned about Ryan not hearing him, and suddenly he was imagining what would happen if Ryan _did_ hear him, if he woke up and crawled onto the bed and saw what Spencer was doing. Ryan's dick - Spencer has never seen Ryan's dick hard, but he's seen enough to be able to imagine how it would dwarf Ryan's slender fingers when he pulled it out of his loose pajama pants, straddling Spencer's hips and just, fucking like - stroking himself, coming in long spurts all over Spencer's chest.

Spencer came harder than he ever had in his entire life. Ryan stayed soundly asleep.

Due to the amount of not being able to look at Ryan's anything without turning bright red Spencer had experienced the next morning, he had quickly banned himself from ever rehashing that particular fantasy. The ban lasted all of 48 hours, until Spencer decided that the best orgasms of his life totally outweighed a little awkwardness as long as he didn't actually have to wake up next to Ryan's face the next morning.

The thing is, now he's never _not_ waking up right next to Ryan now, so Spencer's existing in a state of continual sexual frustration. He tries going back to the anonymous cocks, the anonymous men touching themselves and wanting him, but it takes him longer to get himself off now than it did when he was 13, and more often than not he ends up getting bored. Or breaking his rule and thinking about Ryan and Ryan's fucking gigantic dick (so small in his hands, he can just barely cover it with two fists), and how it would look if Ryan touched it in front of Spencer, if he let Spencer touch it for him. Usually this is the point where Spencer loses it and just keeps the image on repeat until he comes his brains out, and he knows he shouldn't objectively feel bad about it - it's nothing actually filthy, and it's not like you're responsible for what your brain comes up with while you're masturbating - but it's _Ryan_ , Ryan who obsesses over girls and multisyllabic lyrics and his livejournal friend count, and Spencer can't help but feel like he's taking advantage every time.

The thing with Brendon doesn't start until much later, until after Spencer's seen the gay porn and figured out he's into dudes, would like to be with a dude even though that seems eternally unlikely given the state of his social life, would like to come into close personal contact with a dude's cock and be personally responsible for making him come. He would like to be personally responsible for making _Brendon_ come, at least, and he has no reservations about visualize it in cinematic detail whenever he he has a spare half hour alone. It's not like actual Brendon would ever let Spencer near his dick, and anyway, it's easy to put fantasy Brendon out of his mind by the time band practice rolls around every week.

Or well, not that he _never_ has sexual thoughts about Brendon when they're hanging out, but Spencer's had a lot of practice in the sort of mental gymnastics necessary to keep real life Brendon who digs his cold toes under Spencer's thigh on movie nights and breaths popcorn breath into his face separate from imaginary Brendon who whimpers and squirms and makes little noises while Spencer imaginarily goes down on him. The Brendon in Spencer's mind is beautiful when he's got a mouth around his cock. He tugs on Spencer's hair just right, and he can never stop himself from thrusting into Spencer's mouth just before he comes, and Spencer's pretty sure it would be perfect.

\--

When they get to Maryland, out of the van into actual bedrooms and actual privacy, Spencer's pretty sure he's going to break his new rule within days, if not hours. It doesn't end up happening, though, and then with all the tension between Ryan and Brendon in the studio it doesn't seem right to think about them that way. Spencer's honestly not even sure their fictional selves would cooperate right now while they're so busy hating each other. He slightly hates both of their guts.

It becomes one of those rules that's graduated from rule to habit, but the end of recording. Spencer has a rule about never wearing any one pair of socks more than two times in a row, but it's not like he spends a ton of time thinking about it. Serial re-wearing socks is just weird and gross and not something he does, even if it would occasionally be convenient. That's what flip flops are for.

\--

The next time the rule even becomes relevant isn't until they're on tour with The Academy Is, recording safely behind them and their name getting bigger at seemingly every time they stepped on stage. Spencer's pretty much resigned himself to never ever getting laid while he's still making a living off of music - getting to know a perfect stranger enough to allow them access to your penis is hard work, and what with touring and never being in the same place for more than two nights in a row, tops.

It's much easier to slip away and go to the classy-but-not-snooty sex toy shop Spencer had spent two weeks on google to find. It's not so easy to buy the second-largest dildo they have in stock and not think about Ryan and his huge fucking dick, but Spencer manages. There are plenty of people with large cocks in the world; Ryan isn't nearly as special as he'd like to think he is.

Things don't even go downhill when Spencer tries out his newly-acquired sex toy for the first time - things are awesome, in fact; Spencer ends up liking things up his ass just as much as the 340863 hours of porn he'd watched on the subject led him to believe he would - but it is possible he gets a bit complacent and decides that the night after the show in Minneapolis when the bus is quiet is a perfect time to go for a quick self-fuck. It's only been two days since the last time, but Spencer's horny and the lingering edges of sense memory just make him want it more. Brendon and Ryan and Brent don't exactly have other plans, as far as Spencer knows, but they're not here right _now_ , and in the heat of the moment it seems perfectly reasonable to snaps his bunk curtain shut and dig in the deepest corner of his duffel bag for suede pouch his dildo came in.

It would be nice to say he's too into it to hear when the bus door opened, too far gone to care, but neither of these are true. Spencer's barely just established a rhythm, and it's just starting to be good, and while he doesn't particularly want to get walked in on, he also doesn't want to have to start from scratch. It's best when he gets that perfect angle and that perfect amount of lube and he can really just slam it in, all the way up to the flared base again and again, deep thudding blows with just a tiny bit of drag on the upstroke. When he really gets going he can feel it right down to his skeleton, and Spencer imagines that if there was another person attached to the other end of the cock, or fuck, even several people, he could just take it and take it, let them fuck him right out of his mind.

He can never get there on his own, though, and especially not tonight when his entire upper body is wiped out from playing a whole set and he can't spread out enough in his bunk to get an angle where his forearm doesn't cramp up every few strokes. It's frustrating more than anything, but every so often there's a tiny spark of _just right_ , and Spencer really, really just wants to get off.

He doesn't realize he's been making noises until the curtain is ripped back and he's face-to-face with an annoyed-looking Ryan.

"You keep saying 'come on'," Ryan says, scowling. "Just 'come on, come on, come on,' like do you actually need help or do we need to change the bus rules, because it's really getting on my nerves."

Spencer's so shocked he can't form any words at all for a second, and then he manages a strangled "Oh my god, get out, close the - close the thing, what the _fuck_ ," and Ryan shrugs and slides the curtain shut again.

Between the shock of being interrupted and the embarrassment of it being Ryan, Ryan seeing him like _that_ , all sweaty and contorted pathetic with a giant fake cock sticking half out of his ass, what's left of Spencer's boner rapidly wilts. He wraps the dildo in a used sock and turns his ipod up as far as it will go, falling asleep before the hot angry shame totally fades away.

\--

It only dawns on him the next day that Ryan had totally offered to help, holy fucking shit, and then that's all Spencer can think about. Ryan helping Spencer get off. Ryan helping Spencer with his _dick_ in Spencer's _ass_. Weeks and weeks worth of wank fodder, right there.

\--

It might even be worth months of dirtyhot orgasms, but Spencer never gets to find out, because the very next hotel night, Ryan's grabbing the second keycard out of Spencer's hands and all but herding him into the elevator and into their room.

"I want to watch," he says, as soon as the door clicks shut behind them. "If that's okay with you. Like a do-over."

"Fuck, Ryan," Spencer says.

Ryan's expression doesn't change, but he leans a little closer. Spencer feels very crowded in the narrow passage between the door and the room, and very, very turned on. "I was listening, last time," Ryan says. "I didn't mean to surprise you, but I couldn't not see anymore. Please."

"Yeah," Spencer says. "Yeah, okay, but I get to watch you too."

"I - okay." Ryan looks a little startled, but he ruffles his hand through his hair and walks back to the beds, says "Okay," again.

So they're apparently actually doing this. Spencer gulps and hurries to follow Ryan.

Spencer gets out the dildo after Ryan makes a sadface at him and gives an expectant sigh, shucks his pants off quickly before he loses his nerve, goes through the motions of prepping himself, but most of his attention is caught up with Ryan on the other double bed. Ryan's got his jeans unzipped and his dick out, which just, how could he have known how hot that is to Spencer? He's stroking slowly, a loose grip with one spindly-fingered hand, and the only thing that keeps Spencer going is the impatient little noises he makes when Spencer forgets to keep moving.

Hard, Ryan's even bigger than Spencer had imagined, or maybe it's just that in person there's all this detail that Spencer's mid-coital mind couldn't come up with on its own, the precise shape and curve of it, the shine of the pre-come at the tip.

"Are you thinking about my dick?" Ryan asks, as Spencer wipes his lubey fingers on the sheet and slides the dildo in.

"Um," Spencer says.

"I mean," Ryan clarifies, "Are you imagining that thing is my dick?"

Spencer's whole body seizes up involuntarily and the dildo he's mostly gotten used to by now suddenly feels enormous inside him. "Yes," he says, squeezing his eyes tight shut.

"Fuck," Ryan says, and Spencer hazards to open his one eye and sees that Ryan's got both hands on his cock now, one squeezing a tight circle around the base and the other playing around the head. Spencer's breath is coming really short.

"Do you think I would fit? If I fucked you?"

"Yes," Spencer says again, face burning. He knows he could take Ryan, has maybe spent a lot of time thinking about how good the stretch would be, how deep Ryan could go without even really trying.

"Yeah?" Ryan says, hands working faster. It doesn't come out entirely like a question.

"Yeah," Spencer agrees, feeling his whole skin prickle with embarrassment, because, well, yeah. Now Ryan definitely knows.

"Are you a, a size queen?" Ryan asks, not sounding like he's entirely sure he's using the right term.

Spencer's so thrown he nearly laughs aloud, but stops again when it looks like Ryan's getting ready to pull another sadface on him. "Um. Not exclusively?"

"So you... don't like big dicks?"

"I dunno. It's mostly like -" Spencer breaks off. Even in the anonymous cock fantasies, it's never about the _size_ of the cocks, it's about what they can do, why they're there (for Spencer, always just for Spencer). "I like yours," he settles on.

"Fuck, Spence," Ryan says, and then there's not much talking after that.

\--

After that, the no-bandmates-in-fantasies rule seems sort of silly and pointless, so Spencer ignores it. It's not forever, he tells himself, just until this...weirdness...with Ryan blows over. He knows Ryan listens to him jerking off in the bunks at night, which has got to count as consent to reciprocally perv out on him.

Brendon is more of a moral gray area, but now that Ryan has introduced the question of cock size as an objective determinant of interest, Spencer's finding it hard to stop his eyes from drifting to Brendon's crotch at pretty much every opportunity. It's just - they all make the jokes about Brendon's dick, okay, but maybe he's never really allowed himself to consider what that _means_ before now. He wonders what it would be like hard, a dick so small you can barely even see the shape of it when Brendon's wearing his thinnest sleep pants. Not that Spencer's spent a lot of time looking. Would he be able to cover it with one hand? Could he make a fist and let Brendon fuck up into it, the head barely popping out it other side?

It would be so easy, Spencer thinks, to get him off. Blowing someone like Ryan would take skill, skill Spencer is frankly not sure he wants to learn on the fly, but Brendon - Spencer thinks he could basically try anything he wants on Brendon, and it would be good for him. Even if he was a little bit distracted, say by Ryan's dick in his ass, he's pretty sure he could manage to not mess up a Brendon blowjob.

Not that that would ever be necessary. But hypothetically speaking, Spencer's pretty sure he could quickly become an _excellent_ Brendon-orgasm-giver.

"Dude, you're doing it again," Ryan says one night when Brendon's getting drunk on the TAI bus and there's an early enough bus call that Spencer and Ryan figured it would be easiest to just stick with him.

"Doing what," Spencer says, fiddling with the tab on his can of coke.

"Staring at Brendon's package," Ryan says. "You do it all the time. Dude, whoa, is that your thing? Are you like the opposite of a size -"

"Oh my god shut _up_ ," Spencer says, muffling Ryan's mouth with his hand for good measure. They're not in the end of the bus nearest the mini-fridge and no one's really paying any attention to them, but still. Spencer does not need his name to be associated with the phrase "size queen" ever.

"But you know, the thing I was talking about before," Ryan says from under Spencer's hand. "Did I get it all wrong?"

"No," Spencer says. "Not...ugh, I don't know, it's just like I can't stop thinking how easy it would be, right?"

"Brendon is very easy," Ryan points out.

"Shut up, you know what I mean. How many girls have ever deep throated you?"

Ryan raises a single eyebrow and coughs pointedly into his fist.

"See? And with someone like Brendon, you could just fucking _go for it_ , just, no prep or anything. It's kind of messed up how people aren't all over that, because what, being really careful about not accidentally suffocating is sexy? Sorry," he adds.

Ryan shrugs, a resigned _what can you do._ "So you have this great big social justice crusade against cock sizeism, or you just really want to stuff Brendon's tiny dick in all your orifices at a moment's notice?"

Spencer looks at Ryan aghast. "That is the least sexy thing I've ever heard you say. Orifices, seriously?"

"You didn't say you didn't want to."

"I sort of do?" Spencer can feel his cheeks heating up. "But like, I couldn't ever _tell_ him that, there is no good way to say that to somebody's face."

"Hmm." Ryan smiles mysteriously.

"Plus he's into girls, not weird obsessive dudes, so it doesn't even matter. Stop whatever you're thinking about right now."

Ryan, infuriatingly, just smiles a little wider.

\--

The tour seems to drag on forever, but at long last it's done and they're on a plane headed to Nevada. Ryan has listened to Spencer jerk off no less than fifteen times without asking to watch or offering to help out, and Spencer's starting to think he imagined both of those times. Specer has a very vivid imagination that clearly hates his life, it's not outside the realm of possibility. In the last few days, Brendon's started giving him weird sidelong looks too, almost calculating, which would be more alarming if the biggest concern on Spencer's mind wasn't finally FINALLY getting to a place where he had clean clothes.

Spencer gets a solid 18 hours of creepy-bandmate-free time before Ryan's showing up at his door, practically forcing flip-flops onto Spencer's feet and demanding they go out for brunch. It's 2:30 pm on a Tuesday, but Spencer just woke up so he's not inclined to object.

They head across town toward Brendon's place when they're done, not back to Spencer's, and Spencer gives Ryan a questioning look.

"What, I miss my lead singer," Ryan says, which is such obvious bullshit Spencer just snorts.

"We brought you pancakes!" Ryan says when Brendon opens the door to his apartment.

"And a veggie burger since they didn't have that fake bacon stuff this time," Spencer adds, holding up the paper bag to demonstrate.

"Oooo," Brendon says, making grabby hands toward it. It looks like he just got out of the shower, because his hair's still wet and curling around his ears, and he's wearing nothing but a towel. Spencer very chivalrously keeps his eyes above the line of the towel on Brendon's hips.

"So I had a thought," Ryan says, once Brendon's mostly through devouring his bag of takeout.

Brendon makes a half-interested sound, mouth full. Ryan patiently waits until he's done chewing, then moves the empty food containers to the very edge of the futon where they're all sitting and flows, catlike, into Brendon's space.

"I was thinking that we should both fuck Spencer," Ryan says right next to his ear.

Spencer is instantly achingly hard, even though _what the fuck_. He feels very lightheaded. "What the fuck," he croaks, at the same time as Brendon looks over at him with dark eyes and goes " _Oh._ "

"Yeah," Ryan says into Brendon's ear, but he's looking Spencer in the eye. Spencer swallows. "Do you want to watch while I get him ready?"

Brendon nods. Spencer is pretty sure he might die of boner. Ryan smiles that mysterious smile, and shit, this is what that meant. The little shit's been orchestrating this all all along.

"How long have you," Spencer starts, but his voice is about 95% gone right now and it comes out mostly like an embarrassed squeak.

Ryan peels off his own shirt and does that cat-crawl thing over to where Spencer's sitting crosslegged in the corner. "A while. You want?" he asks, sliding his fingers under the hem of Spencer's shirt.

Spencer shivers, then nods, not trusting his voice. In the other corner, Brendon is watching the pair of them with wide eyes.

Ryan takes off Spencer's shirt, then his own pants, then Spencer's pants, all with such meticulous care that Spencer feels like screaming.

"For fuck's sake, Ryan," he says when Ryan starts to fold up his boxers. He is on the bed naked here, about to have real, actual sex, and Ryan is _folding laundry_. Spencer catches Brendon's eye and he makes an urgent little growl of agreement, an unsubtle _get on with it_ that Ryan placidly ignores. Then Brendon shifts and Spencer's eyes fall to his lap as if drawn by a magnet, and fuck, he's hard too, tenting the towel much less than Spencer would have, but still obviously there. Spencer wonders if that's as big as he gets, then meets Brendon's gaze for a second and blushes hard.

"You have lube?" Ryan directs the question to Brendon, and Brendon crawls to the side of the mattress and rummages in the detritus next to his TV until he comes up with a tube of KY.

Ryan rolls pushes Spencer down onto his back with hand on his shoulder, a brief slide of skin as their bodies are pressed together, and then he's gone again, crouching between Spencer's legs. His fingers hit Spencer's hole a minute later, cold and slick, a quick one-two press that has Spencer arching off the bed and shouting out. It burns, it's cold and it burns and it's _good_ , and when Ryan has to put his free hand on Spencer's hip to keep him from fucking himself down onto Ryan's fingers before he's ready, Spencer nearly comes right there.

"Do you want Brendon to hold you still?" Ryan asks, including them both in the question.

Spencer whimpers a "fuck," and Brendon takes this as the _holy shit yes please_ that it is and clambers up onto him, blanketing Spencer's torso with his body and shoving his face right into Spencer's face.

"Hi," he says, and promptly sticks his tongue down Spencer's throat. There's corner of the towel stuck between them, but mostly it's just a lot of skin, and hot heavy Brendon weight pressing him into the mattress, and Brendon's hands in his hair and Brendon's teeth on his lips.

"Hey, legs," Ryan grumbles, presumably to Brendon, because Brendon's weight shifts a little bit and then Ryan's fingers are back in Spencer's ass. Spencer loses track of how long he spends making out with Brendon while Ryan fingers him open, but by the time he hears a condom wrapper crackle open all his nerve endings are on fire.

Spencer maybe keens a little when Brendon climbs off him, but then Ryan's digging his fingers into Spencer's hip, urging him to turn over. There's some hold up after Spencer manages to get up on his knees, and the impatience and relative lack of sensation clear Spencer's head a little bit.

"Can I?" he asks, fingers inching toward the towel that is still partially clinging to Brendon's waist through some mysterious and possibly evil mechanism.

"Mmgng," Brendon says, and helpfully arches his hips toward Spencer.

Spencer tugs the towel aside, and then he can't help it, his hand is on Brendon's dick. It's just exactly palm-sized for someone with wide palms like Spencer's, and it's hard as fuck and velvety smooth. He strokes lightly with two fingers and wraps his hand around the head and Brendon makes a high, breathy noise and pushes up into Spencer's grasp.

"Fuck," Spencer says, and then he involuntarily squeezes hard enough to make Brendon yelp in pain when Ryan's cock nudges against his entrance.

"Warning!" Spencer gasps out, trying to soothe Brendon's hard-on but mostly just "failing because _fuck_ , his asshole was doing the craziest things.

"Fucking you now," Ryan says, and then beings to push in, a excruciatingly slow glide that's almost no friction and all achey stretch. Spencer idly wonders how much lube Ryan used; possibly the whole tube of it.

"Garhgh," Spencer says, and Brendon gently removes Spencer's hand from his dick. "'ssary," Spencer gasps, moving it down to clutch at Brendon's thigh instead.

"How do you like it," Ryan says, right next to his ear, and and Spencer wiggles his ass back to see if he's all the way in yet. He's not. Spencer can safely say he's never felt this opened up before ever.

"Hard," Spencer gasps out, "But not yet, give me a minute."

"'kay," Ryan says, and starts rocking his hiops gently, working the rest of his length in and letting Spencer acclimatize to his girth. "I think you should tell Brendon about what you want to do to him," Ryan whispers, loud enough for Brendon to hear.

"What?" Brendon asks. "Do you have secret designs on me, Spencer Smith?"

"Uh," Spencer says.

"The thing you were telling me about last week. What you're always thinking about when you're perving on his tiny dick."

Spencer feels a rush of heat on his face and all the way down his spine. "Think about blowing you," he says, forcing himself to meet Brendon's eyes. Brendon looks extremely interested. "Not because you're small, but. Um. Sort of?" This was a lot easier to explain when he didn't have the world's hugest dick in his ass slowly driving him insane.

"Oh," Brendon says.

"Oh?"

"Oh, like, okay, you should definitely do that. Please blow me right now, that would be awesome."

"You can smack him if you want," Ryan drawls from somewhere behind Spencer. The angle shifts and Spencer just groans instead.

"Good?" Ryan's hands on his hips feel smug, somehow.

"Fucking hell, Ryan, just start fucking already," Spencer gasps.

"Not until you blow Brendon," Ryan says. "I woudln't want to distract you."

Spencer makes an impatient sound and tugs at Brendon till he shifts so he's lying down under Spencer, and then coos happily when he finds Brendon's dick right in his face.

Brendon gigglesnorts.

"What, I missed it," Spencer says, and then promptly buries his face in the crease of Brendon's thigh to keep himself from saying anything else completely humiliating. More humiliating than anything else he's said so far since they got naked. Basically he just needs to stop talking. Brendon's crotch smells really great, all like soap and fresh sweat and slightly older sweat in the soft creased places, the rank tour smell not entirely faded yet. Spencer nuzzles past the prickly short hair where it looked like Brendon had trimmed or maybe even shaved, a couple weeks ago - and damn, suddenly Spencer wants to see what he looks like smooth, shaved entirely so there's no resistance at all. He noses up past Brendon's balls and licks one briefly, eliciting a soft sigh, but he's mostly about the dick, here.

He licks up Brendon's shaft in a broad, wet stripe, exploring the flare between the head and the shaft when he gets to it with the tip of his tongue. There's an intriguing texture difference there, which Spencer would like to spend approximately the rest of forever memorizing, but it apparently feels really good too, if the way Brendon is biting his lip and breathing really hard is anything to go by.

"Fuck, Spence, fucking do it," Ryan growls, jerking his hips in one short little thrust, and Spencer lets out a low _rhgngn_ and sucks Brendon's dick into his mouth. Brendon babbles out a string of obsceneties and Spencer smiles around his mouthful. He can't quite go all the way down, not so his lips hit Brendon's groin, but he's almost there. He feels that with very little practice he could absolutely deep-throat Brendon's entire cock. Or medium-throat. Shallow-throat? The point is, Spencer's got almost all of Brendon's dick inside his mouth and he managed not to choke or bite it off or anything and whatever he's doing with the flat of his tongue is making Brendon moan continuously, and Spencer is not the worst blowjob-giver on the face of the planet but any means.

Right when Spencer comes up for air is just about when Ryan decides to start fucking him in earnest, and then things get a lot blurrier in Spencer's head. Brendon still won't let him put his hands on Brendon's dick, so he's down to licking at the base and sucking on the head when it bobs into reach.

"Help, hey, aim it for me," Spencer gets out between thrusts.

Brendon reaches down and grabs his dick, presses it against Spencer's open lips as one of Ryan's deeper thrusts rocks him forward, and then Spencer's mouth is full of that familiar weight again, all smooth smooth skin and bitter salty. He sucks down till he hits Brendon's fingers, still clumsily wrapped around the base, and then he sucks one of them into his mouth too just because he can.

Brendon shivers and yells something incoherent, and also apparently kicks Ryan from the way everything behind Spencer jolts abruptly to the right.

"Motherfucker," Ryan says.

Spencer pulls off from Brendon's dick to say "Oh fuck, fucking yes, Ryan, right there, don't fucking move," because, seriously, _that_ angle right there.

Ryan, the bastard, grinds to a complete halt, and Spencer's ass clenches in protest. "Don't move?"

"Do move," Spencer clarifies. "Move from right there, don't go anywhere else."

Ryan hums agreement and begins to fuck Spencer again, who after a minute figures it's safe to go back to Brendon's blowjob.

It's like nothing Spencer's ever experienced before, the way Ryan just keeps going, keeps fucking in harder the more Spencer pushes back against him. There are sparks of pleasure swirling through his blood, but more than that he feels like he's going into some kind of trance, like all he can hold in his mind is the way it feels as Ryan slams into him. He's here, sandwiched between his friends' sweaty bodies, but he's also floating somewhere, all blissed-out and thoughtless, his whole existence narrowed to the rhythm of Ryan's hips.

At some point Brendon tries to warn Spencer that he's about to come, but Spencer only realizes after the fact when the warm wet hits his face, missing his eyes but dripping down his nose and mouth. Ryan's talking to him, pressing between his shoulders, and in the next moment they've shifted around and Brendon is on his side next to Spencer, who's face down with his head in his folded arms.

"'m so close, Spence," Ryan says. "How hard can you take it?"

"So hard," Spencer mumbles, and Brendon repeats this back.

Spencer can't quite make sense of it when Ryan slows down instead, the barest drag in and out, until he starts talking again.

"What did you think about, all those times you jerked yourself off in the bunk right above me?" Ryan's voice is steely with effort, and all Spencer can think is that if he's going to come he should come; Spencer wants to keep getting fucked forever but he also wants to feel that, to know what it's like.

"Tell us, Spence," Ryan urges, and it takes Spencer a minute to remember what the question had been. His chest feels strange, all fluttery and tight and good but maybe also bad, right on the edge of doing _something._

"Spence," Ryan says, and suddenly Spencer's chest lets go and he's shuddering out huge breaths, can feel hot tears sliding down the sides of his face.

"This," he says, grabbing blindly for Brendon, "you. Like this." He can't stop crying for some reason, and he's still teetering right on the edge of some knife-edge intensity, and he just needs Ryan to tip him over.

"Fuck," Ryan says, and his fingertips dig into Spencer's hips, ten sharp points of future bruise, and he snaps his hips forward, hard, just slams into Spencer's body over and over and Spencer can feel every tight thing inside him spiraling free. When he comes it's almost an afterthought, his dick untouched between his legs. From somewhere near his ear, Brendon whines appreciatively.

Ryan's hips come to rest against Spencer's ass one last time and then he's shaking out his own release, tiny little quivers of his legs that Spencer can feel through his whole oversensitized body. Spencer keens when Ryan pulls out, so carefully, and then he's collapsing on Spencer's other side and scooping him back against his chest, tugging at Brendon's arms to pull him closer too.

"I just need," Spencer says, and Ryan says "Shhh, rest for now," and kisses the side of his face near the corner of his eye where it's still wet.

"I want another blowjob," Brendon says, and Spencer can feel Ryan trying to kick at his feet between Spencer's own.

Spencer smiles. "M gonna give you so many blowjobs."

The bed shakes, and he's not sure, but it might be Brendon doing a spontaneous fistpump.

Ryan's chest rumbles, and Spencer snuggles closer to him. Rest for now.

**Author's Note:**

> Content note: the underage is just the implied sexual thoughts of a young minor; no sexual activity occurs until all characters are above the age of consent. IF THAT MAKES A DIFFERENCE TO YOU IDK.
> 
> Inspired by this prompt on lalejandra's cockhungry spencer meme: http://lalejandra.dreamwidth.org/197846.html?thread=3655638#cmt3655638


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